Bill Ackman calls for special meeting at which Allergan shareholders could vote board members

Allergan urges shareholders to do nothing as Ackman steps up the fight

The jockeying for control of Botox maker Allergan Inc. is getting nastier.

Activist investor Bill Ackman called Monday for a special meeting at which Allergan shareholders could potentially vote out the bulk of the Irvine company's board of directors. He wants shareholders to dump six unnamed directors.

The move is the latest gambit by Ackman to ramp up pressure on Allergan to acquiesce to an unsolicited buyout offer. Ackman has teamed with Canadian drug maker Valeant Pharmaceuticals International Inc. in a bid to acquire Allergan for about $53 billion.

Allergan

Patrick T. Fallon / Bloomberg

A vial of Allergan Inc. Botox cosmetic and a syringe at the offices of Marcus Facial Plastic Surgery in Redondo Beach on April 22.

A vial of Allergan Inc. Botox cosmetic and a syringe at the offices of Marcus Facial Plastic Surgery in Redondo Beach on April 22. (Patrick T. Fallon / Bloomberg)

“We believe the market has spoken, and that shareholders see substantial value in Valeant’s revised proposal,” Ackman’s firm, Pershing Square Capital Management, said in an SEC filing. “To date, the board has refused to engage with Valeant in any way regarding a merger with Valeant.”

Allergan has thus far been cool to Ackman’s repeated overtures, and prodded its shareholders Monday to do nothing.

“Allergan urges all of its stockholders to refrain from taking any action, including returning any proxy card sent by co-bidders Pershing Square and Valeant, until they have reviewed the recommendation of Allergan's Board of Directors,” Allergan said in a statement.

The call for the special meeting is the latest step by Ackman and Valeant to force Allergan to the negotiating table.

Allergan spurned an initial bid, prompting Ackman and Valeant to twice raise their offer. The latest came last week.

In the most recent proposal, Valeant says it would pay $72 in cash and 0.83 share of Valeant stock for each share of Allergan stock. The cash offer is $23.70 higher than the original bid on April 22.

Valeant retained a provision from its second offer related to future sales of a medication to treat an eye condition.

Canadian-based Valeant would pay Allergan shareholders up to $25 a share based on a sales target of Darpin, a medication in early stages of development. The company said it would invest up to $400 million and retain Allergan employees to develop the drug.